The New Jersey Affiliate Letter in Rule 145 Transaction is a legal document that is essential for companies engaging in certain types of business transactions in New Jersey. This letter serves as a certification from the corporate affiliate located in New Jersey, outlining specific information pertaining to the transaction and confirming their affiliation with the parent company. In the context of Rule 145 Transaction, which refers to transactions involving the reclassification of securities, there are two main types of New Jersey Affiliate Letters that can be categorized: 1. Affiliate Letter as a Selling Security Holder: In this scenario, the New Jersey corporate affiliate holds securities (such as stocks, bonds, or options) of the parent company. As part of the transaction, the affiliate intends to sell or exchange these securities for new securities being issued by the parent company. The Affiliate Letter in this case confirms the intention of the affiliate to participate in the reclassification or exchange and their compliance with the relevant regulations. 2. Affiliate Letter as an Acquiring Entity: Alternatively, the New Jersey corporate affiliate may be the acquiring entity, aiming to acquire securities from the parent company as part of the transaction. In this case, the Affiliate Letter serves as a declaration by the affiliate confirming their intention to acquire the securities and their compliance with the applicable legal requirements. The New Jersey Affiliate Letter in Rule 145 Transaction is crucial in ensuring compliance with state regulations and provides transparency regarding the involvement of New Jersey corporate affiliates in such transactions. This document helps verify the legitimacy of the transaction and protect the interests of all parties involved. Keywords: New Jersey, Affiliate Letter, Rule 145 Transaction, certification, reclassification of securities, selling security holder, acquiring entity, compliance, legal document, parent company, transparency, legitimate transaction.